I would argue Ocean’s Twelve is not only one of Soderbergh’s finest movies, it’s also one of the best sequels ever made about how hard it is to make a great sequel. […] Ocean’s Twelve, like the embezzlers at its center, is engaged in a number of long cons, and the audience is the mark in all of them. The film tricks you into thinking it’s one thing and then repeatedly reveals itself as another. With enough viewings and distance, you begin to see that the film is entirely about the act of its own creation.

Consider the set-up: Benedict finds Ocean’s Eleven, scattered to the winds, and demands they reform and repay his money, plus a little extra. In our sequel-about-sequels reading, Benedict plays the role of the studio executive who convinces Clooney, Pitt, Damon, Soderbergh and company reunite. He doesn’t care how they do it as long as it’s bigger than before (the principal plus interest). Given that they pulled off maybe the craziest movie heist in history the first time around, this is no easy task.

“We’re forcing it,” Pitt’s Rusty says to Danny when their first heist in Amsterdam — stealing a valuable document from the safe of an agoraphobic — proves impossible and they continue to press ahead anyway. “We’re forcing it,” Danny agrees, voicing the filmmakers’ own reticence about their assignment and acknowledging their mercenary intentions. The gang eventually pulls off the impossible, but there’s a catch: The Night Fox (Vincent Cassel) has beaten them to the punch.

The Night Fox despises Ocean and his brilliance, while audiences presumably love it — but otherwise the metaphor works pretty neatly. The Night Fox wants to test his mettle against Ocean, and so do audiences; viewers love to watch heist movies like Ocean’s Eleven to see if they can figure out all the little tricks the movie is going to play before they happen. Invariably, the audience believes they understand the game; invariably the movie outsmarts them in the end.Here that happens to our audience stand-in in a very literal way. In the climax, the Night Fox confronts Ocean and Tess at his Italian villa, believing he has won their wager by stealing an unstealable Fabergé egg in a bravura sequence where he breakdances through a field of security lasers. But Ocean gets the last laugh again; a series of flashbacks reveals how he and his team stole the egg before the Night Fox ever got near it.

Ocean’s Eleven have been forced to make a “sequel” against their will, which must be bigger than their last heist, which was already the biggest heist ever. Somehow, they’ve got to make this sequel specifically for an audience that knows them and all their old tricks — and will be scrutinizing every move they make. Most of Ocean’s Twelve, then — the scheming, the planning, the bickering, the forced enthusiasm, the seeming disinterest — is not actually the heist at all, which occurs off-camera midway through the film. The rest is all the “very elaborate show” done for the benefit of The Night Fox and his surveillance cameras — or for the audience watching in the theater or at home. Who, in the end, are just as fooled as he is.